REG - Big Yellow Group PLC - PrimaryBid Offer

Big YellowAnnouncement

10/10/2023 16:45

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RNS Number : 6810P  Big Yellow Group PLC  10 October 2023

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR")).

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BIG YELLOW GROUP
PLC.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO,
OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

 

 

10 October 2023

 

Big Yellow Group PLC

("Big Yellow" the "Group" or the "Company")

PrimaryBid Offer

●   Big Yellow announces a conditional offer for subscription of new
Ordinary Shares via PrimaryBid
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=edwards)
;

●   The issue price for the new Ordinary Shares will be determined at the
close of the bookbuilding process;

●   Investors can access the PrimaryBid Offer through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=edwards)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=edwards)
;

●   Investors may also be able to take part through PrimaryBid's extensive
network of retail brokers, wealth managers and investment platforms, (subject
to such partners' participation), which includes AJ Bell, Hargreaves Lansdown
and interactive investor;

●   Applications for new Ordinary Shares through these partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("GIAs");

●   The PrimaryBid Offer is available to both existing shareholders and
new investors;

●   The issue price for the new Ordinary Shares will be equal to the
Placing Price;

●   There is a minimum subscription of £250 per investor in the
PrimaryBid Offer; and

●   No commission will be charged by PrimaryBid on applications to the
PrimaryBid Offer.

PrimaryBid Offer

Big Yellow (LON: BYG), is pleased to announce a conditional offer for
subscription of new ordinary shares of 10 pence each in the capital of the
Company ("Ordinary Shares") via PrimaryBid (the "PrimaryBid Offer"). The
Company is also conducting a placing of new Ordinary Shares by way of an
accelerated bookbuilding process (the "Placing") as announced by the Company
earlier today. The issue price of the new Ordinary Shares to be issued
pursuant to the PrimaryBid Offer and the Placing will be determined following
the close of the bookbuilding process.

The PrimaryBid Offer is conditional on the new Ordinary Shares to be issued
pursuant to the PrimaryBid Offer and the Placing being admitted to the premium
listing segment of the Official List of the Financial Conduct Authority and
admitted to trading on the main market for listed securities of London Stock
Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m.
on 13 October 2023. The PrimaryBid Offer will not be completed without the
Placing also being completed.

The Company will use the gross proceeds to build out the Group's existing
pipeline of stores.

Reason for the PrimaryBid Offer

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost and time to completion, the Company values its retail
investor base and is therefore pleased to provide retail investors with the
opportunity to participate in the PrimaryBid Offer in line with the
Pre-Emption Group guidelines.

Existing shareholders and new investors can access the PrimaryBid Offer
through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=edwards)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=edwards)
. The PrimaryBid app is available on the UK Apple App Store and Google Play
Store.

Investors can also participate through PrimaryBid's extensive partner network
of investment platforms, retail brokers and wealth managers, subject to such
partners' participation. Participating partners include:

·    AJ Bell;

·    Hargreaves Lansdown; and

·    interactive investor.

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Some partners may only accept applications from existing shareholders.

After consideration of the various options available to it, the Company
believes that the separate PrimaryBid Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

The PrimaryBid Offer will open to investors resident and physically located in
the United Kingdom following the release of this Announcement. The PrimaryBid
Offer is expected to close at 8 p.m. on 10 October 2023 and may close early if
it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the PrimaryBid
Offer.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the PrimaryBid Offer without giving any reason for such
rejection.

Investors who apply for new Ordinary Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for new Ordinary Shares has been
made and accepted via PrimaryBid, that application cannot be withdrawn.

Investors wishing to apply for new Ordinary Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of their terms and conditions, process and any
relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer will be
issued free of all liens, charges and encumbrances and will, when issued and
fully paid, rank pari passu in all respects with the new Ordinary Shares to
be issued pursuant to the Placing and the Company's existing Ordinary Shares.

For further information on PrimaryBid, the PrimaryBid Offer or for a copy of
the terms and conditions (including the procedure for application and payment
for new Ordinary Shares) that apply to registered users of PrimaryBid in
addition to the terms and conditions set out in this Announcement,
visit www.PrimaryBid.com (http://www.primarybid.com/) or email PrimaryBid at
enquiries@primarybid.com (http://enquiries@primarybid.com) .

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Enquiries

 Big Yellow Group PLC                      01276 477 811

 Nicholas Vetch CBE (Executive Chairman)

 James Gibson (Chief Executive)

 John Trotman (Chief Financial Officer)

 Shauna Beavis (Company Secretary)

 PrimaryBid Limited                        enquiries@primarybid.com

 Fahim Chowdhury/James Deal

 Teneo, PR adviser                         020 7260 2700

 Charlie Armitstead

Important notices

The PrimaryBid Offer is offered under the exemptions from the need for a
prospectus allowed under the prospectus regulation rules made by the FCA
pursuant to Part VI of FSMA, as revised from time to time (the "Prospectus
Regulation Rules"). As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules, or for approval of the same by
the Financial Conduct Authority (as competent authority under Regulation (EU)
2017/1129 as it forms part of retained EU law as defined in the European Union
(Withdrawal) Act 2018).

The PrimaryBid Offer is not being made into the United States, Australia,
Canada, Japan, the Republic of South Africa or any other jurisdiction where it
would be unlawful to do so.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is for
information purposes only and is not an offer of securities for sale into the
United States. The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in accordance with any applicable
securities laws of any state or other jurisdiction of the United States. There
will be no public offer of the securities referred to herein in the United
States or any other jurisdiction. The PrimaryBid Offer is not available to
persons in the United States. No money, securities or other consideration from
any person inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will not be
accepted.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into the United States, Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction in which such publication,
release or distribution would be unlawful.  Further, this Announcement is for
information purposes only and is not an offer of securities in any
jurisdiction.

This Announcement contains (or may contain) certain forward-looking
statements, beliefs or opinions, with respect to certain of the Company's
current expectations and projections about future performance, anticipated
events or trends and other matters that are not historical facts. These
forward-looking statements, which sometimes use words such as "aim",
"anticipate", "believe", "intend", "plan" "estimate", "expect" and words of
similar meaning or the negative thereof, include all matters that are not
historical facts and reflect the Company's directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
These statements are subject to unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. The
information contained in this Announcement is subject to change without notice
and, except as required by applicable law, neither the Company nor its
respective directors, officers, employees, agents, affiliates or advisers
assume any responsibility or obligation to update, amend or revise publicly or
review any of the forward-looking statements contained in this Announcement.
You should not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement. Any indication in this Announcement
of the price at which the Company's shares have been bought or sold in the
past cannot be relied upon as a guide to future performance. No statement in
this Announcement is or is intended to be a profit forecast or profit estimate
or to imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or published
earnings of the Company. The price and value of securities can go down as well
as up. Past performance of the Company cannot be relied on as a guide to
future performance. Persons reading this Announcement are cautioned not to
place undue reliance on such forward-looking statements.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=edwards)
and the PrimaryBid app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

 

END

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